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EXHIBIT 10.22
AMENDMENT NO.2
AMENDMENT No.2 (this "Amendment") dated as of JULY 1, 1996 to Master Loan
Purchase and Servicing Agreement between Greenwich Capital Financial Products,
Inc. (the "Purchaser") and Mego Mortgage Corporation (the "Seller") dated as of
April 1, 1995 as amended by Amendment dated February 1, 1996 (the "Master
Agreement"). Unless the context otherwise clearly requires, capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
assigned such terms in the Master Agreement.
WHEREAS, the Master Agreement provides for the purchase and sale of FHA insured
Title I home improvement loans ("FHA Title I Loans"); and
WHEREAS, the Initial Purchaser has purchased non-FHA insured home improvement
loans ("Conventional Home Improvement Loans") from Seller pursuant to Pricing
Letters executed pursuant to the Master Agreement; and
WHEREAS, the Initial Purchaser and the Seller wish to formalize their agreement
with respect to purchases of Conventional Home Improvement Loans under The
Master Agreement;
NOW THEREFORE, the Initial Purchaser and Seller hereby agree to amend the Master
Agreement as herein provided.
1. The first recital is hereby deleted in its entirety and the following
language is substituted:
"WHEREAS, the Seller desires to sell, from time to time, to the Initial
Purchaser, and the Initial Purchaser desires to purchase Loans, from time to
time, from the Seller, exclusive of the Excess Yield, as described herein on a
servicing-retained basis, and which shall be delivered in groups of whole loans
on various dates as provided herein (each a "Closing Date");"
2. The following shall be substituted in lieu of the word "loan" in the first
line of the definition of "Loan" in Section 1:
"FHA Loan and each Conventional Loan"
3. The following definitions are hereby added to Section 1:
"Conventional Loan: A home improvement loan which is not subject to an FHA
Insurance Contract."
"FHA Loan: A home improvement loan which is subject to an FHA Insurance
Contract."
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4. Section 1 is hereby amended by inserting the word "FHA" (a) before the word
"Loans" in the definition of "FHA Insurance Contract", (b) before the word
"Loan" in the definition of "FHA Insurance Proceeds" in and (c) before the word
"Loans" in the definition of "FHA Insurance Reserves".
5. The following subsections of Section 7.02 are hereby amended and restated in
their entirety as follows:
(ii) With respect to each FHA Loan, The amount and The original term to maturity
of the Loan comply with the FHA Regulations at the time of origination unless
the requirements with respect to such FHA Loan are specifically waived by HUD
with respect to such FHA Loan.
(iii) Each Loan was originated and underwritten by the Seller in accordance
with the underwriting criteria established by The Seller and, with respect to
FHA Loans, the FHA and HUD;
(iv) Each Loan (a)(i) is an FHA Title I property improvement loan (as defined in
24 CFR Section 201.2(aa)) underwritten by The Seller or an entity which at the
time of origination, was a lender approved by the NM for participation in the
programs under Tide I of the National Housing Act, in accordance with the 'MA
requirements for the Tide I loan program as set forth in 24 CFR Parts 201 and
202, and is the subject of FHA Insurance, (ii) was originated and underwritten
in accordance with applicable FHA requirements, and (iii) was made to provide
financing for eligible home improvements for a Residential Dwelling or (b)(i) is
a conventional home improvement loan underwritten by the Seller or an entity
acceptable to the Initial Purchaser and (ii) was made to provide financing for
home improvements for a Residential Dwelling.
(xx) The origination, collection and servicing practices used by the Seller with
respect to each Note and Mortgage have been in a respects legal, proper, prudent
and customary in the mortgage origination and servicing industry and, with
respect to each FHA Loan, have satisfied all FHA requirements. The Loan has been
serviced by the Seller and any predecessor servicer in accordance with the terms
of the Note;
(xxx) Each FHA Loan was originated and has been serviced in a manner such that
the FHA Loan will be eligible for the maximum amount of insurance made available
by the FHA pursuant to Title I of The National Housing Act (subject to the
aggregate limitation of the amount of FHA insurance available for The Seller),
without any right of offset, counterclaim or any other defense by the FHA. The
Seller has reported the origination of the FHA Loan to the FHA and has obtained
or shall obtain a case number for the FHA Loan from the FHA;
(xxxvi) With respect to each Loan originated by a dealer or contractor, the
Seller is in possession of the completion certificate for the related
improvement;
(xxxvii) Seller has or will cause an amount of FHA Insurance Reserves with
respect to FHA Loans equal to 10% of the outstanding principal balance of the
FHA Loans as of the related Cut-off Date to be transferred or approved for
transfer on or prior to the related Closing Date to the Purchaser's account
maintained by the FHA; and
(xxxviii) No FHA insurance premiums with respect to an FHA Loan are due and
unpaid, and all such premiums for subsequent periods shall be timely paid.
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6. In all other respects the Master Agreement shall remain in full force and
effect,
IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Amendment to
be executed by their duly authorized representatives as of the date first above
written.
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC.
By:
Name: Xxx X. Xxxxxx
Title: Senior Vice President
MEGO MORTGAGE CORPORATION
By:
Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
